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Mastercard logoMastercard MA

The company said its stockholders approved 3 amendments to its charter at the annual meeting held on June 24, 2025, and the amendments took effect when a certificate of amendment was filed with the Delaware Secretary of State on June 25.

8-KSubmission of Matters to a Vote of Security HoldersFiled Period of report Summary published (UTC)

Key points

AI summary
  1. The company said its stockholders approved 3 amendments to its charter at the annual meeting held on June 24, 2025, and the amendments took effect when a certificate of amendment was filed with the Delaware Secretary of State on June 25.

  2. Mastercard said the amendments limit the liability of certain officers to the fullest extent permitted under Delaware General Corporation Law, delete all provisions relating to the concept of Industry Directors, and make other miscellaneous changes.

  3. Mastercard said the amendment limiting officer liability received 662,061,357 votes for and 100,251,673 against, while the amendment removing the Industry Director concept received 761,676,460 votes for and 516,556 against.

  4. The company said neither stockholder proposal was approved: the proposal requesting a racial equity audit report received 86,422,286 votes for and 666,765,723 against, and the proposal requesting a report on affirmative action risks received 3,041,529 votes for and 756,555,755 against.

Summary

AI-written

Analysis scope · Filing bodyWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

3 Charter Amendments Approved and Effective

The company said its stockholders approved 3 amendments to its charter at the annual meeting held on June 24, 2025, and the amendments took effect when a certificate of amendment was filed with the Delaware Secretary of State on June 25.

Source · Based on the filing body and exhibits

Officer Liability Limits and Industry Director Removal Amendments

Mastercard said the amendments limit the liability of certain officers to the fullest extent permitted under Delaware General Corporation Law, delete all provisions relating to the concept of Industry Directors, and make other miscellaneous changes.

Source · Based on the filing body and exhibits

Results of Charter Amendment Votes

Mastercard said the amendment limiting officer liability received 662,061,357 votes for and 100,251,673 against, while the amendment removing the Industry Director concept received 761,676,460 votes for and 516,556 against.

Source · Based on the filing body and exhibits

2 Stockholder Proposals Fail

The company said neither stockholder proposal was approved: the proposal requesting a racial equity audit report received 86,422,286 votes for and 666,765,723 against, and the proposal requesting a report on affirmative action risks received 3,041,529 votes for and 756,555,755 against.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

The filing as submitted to SEC EDGAR. You can check the figures and statements of this summary against it.

Source: SEC EDGAR (U.S. Securities and Exchange Commission). Item captions are the SEC's. The summary is for reference only and is not investment advice.